From: Richard Cohen [richardwcohen@hotmail.com]
Sent: Monday, December 01, 2003 12:01 PM
To: rule-comments@sec.gov
Subject: S7-19-03: 

To the Commission:

On the theory that something is better than nothing, I grudgingly support 
adoption of the above-referenced de-fanged proposed regulation to give 
certain shareholders of U.S. public companies minimal rights to vote with 
respect to the management of the companies they own.

Why is the SEC is so timid when it comes to matters of shareholder 
democracy, fostering a business climate where the SEC's rules make poorly 
performing boards virtually invulnerable to replacement (e.g.,  Disney)?     
The Commission's attempt to spin this cumbersome and minimally useful 
proposal as a major breakthrough was transparent hokum, as Alan Hevesi and 
other major public pension fund fiduciaries were quick to point out.   I 
predict it will lead to a very few anecdotal instances of  very well-heeled 
investors gaining minority representation on the very worst boards of 
companies whose treasuries are too weak to finance effective opposition by 
the incumbents.    Still, something is better than nothing, so please adopt 
the regulation.


Richard W. Cohen
Mamaroneck, NY

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